THIS CLIENT SERVICES AGREEMENT (“Agreement”), including the Arbitration and Class Action And Jury Trial Waivers (“Arbitration Provision”) contained in section 18, is made and entered by and between Quest Capital Management Inc. d/b/a
National Home Buyers Alliance (“NHBA”) and the undersigned individual(s) (the “Client”).

1) Materials and Information Provided by NHBA. In consideration of the fees, which you will pay to NHBA pursuant to Section 4 of this Agreement, NHBA will provide you with assistance, advice and counsel to work with third party lenders and realtors who will assist you in your efforts to purchase a home. NHBA will also provide you proprietary materials and information which discuss the benefits of home ownership and how to become a more informed homebuyer.

2) Home Purchase Program.

a) NHBA will make available to you the NHBA home purchase program (the “NHBA
Program”). The NHBA Program works as follows:
(i) You will obtain a lender’s approval for financing as described in section 5 hereof. You understand that NHBA is not a lender of any type and, thus, NHBA cannot and will not provide you with an extension of credit.
(ii) Next, you will work with an NHBA-approved real estate agent (the “Approved Realtor”) that will assist you in finding the home of your choice. You agree that you may not choose a real estate agent or broker for the NHBA program. You further agree to use good faith and best efforts to identify a home for purchase within the guidelines of the NHBA Program. You understand that if you have a property in mind at the time of enrollment in the NHBA Program, NHBA cannot ensure that the transaction will fit the parameters described in this Agreement.
(iii) After you have identified a home for purchase, you will utilize an approved residential real estate appraiser (the “Approved Appraiser”), to prepare an appraisal of the value of the home you selected for purchase (the “Appraisal”).
(iv) Next, NHBA will negotiate the purchase of your home with the current homeowner and seller (any such seller herein referred to as the “Seller”). Thereafter, you may purchase the home directly from Seller or, alternatively, NHBA will purchase and acquire the home from the Seller in NHBA’s or NHBA’s designee’s name. You understand and agree that NHBA’s obligation under this Agreement is to purchase the home from the Seller at a price that is less than the value reflected in the Appraisal.
(v) If NHBA has purchased the home in NHBA’s or NHBA’s designee’s name, thereafter such purchase, it will offer, and you will have an obligation to purchase, said home at the appraised value as reflected in the Appraisal (regardless of the price that was paid by NHBA or NHBA’s designee for the home).
b) NHBA also agrees to do the following:
(i) assist you in your efforts to obtain financing for the purchase of your home,
(ii) provide down payment assistance opportunities through approved governmental agencies, however NHBA cannot ensure availability of such programs and/or your individual eligibility, and
(iii) assist with obtaining coverage of reasonable closing costs associated with the
purchase of your home (“closing costs” include all mandatory, lender-required closing costs, and will not include any sums required to be paid for homeowners insurance, property taxes or items commonly known as mortgage junk fees, origination points or discount points).
c) Your NHBA Program is subject to change based on lenders’ underwriting requirements. NHBA will notify you of any such changes.
d) You understand that if you terminate your NHBA Program, you will not receive any refund of monies paid to NHBA or its affiliates. You further understand if your participation should be suspended for an extended period of time either by your request or for a breach of the agreement/non-participation you may be subject to a reinstatement process which could result in additional fees. The details of the program may change from time to time, all decisions to reinstate a file remain at the discretion of NHBA.

3) No Liability for Third Parties. NHBA relies on the services of but has no affiliation whatsoever with, and exercises no control over, any lender or the Approved Appraiser. NHBA assumes no responsibility, liability or obligation whatsoever for any acts or omissions of any lender, the Approved Realtor or the Approved Appraiser. You agree to hold us harmless for any acts or omissions of any lender, the Approved Realtor, or
the Approved Appraiser.

4) NHBA Participation Fee.

a) For the services provided by NHBA as part of the NHBA program, you will pay NHBA a fee equal to one month’s gross income (which, in the case of a married couple, or individuals who jointly desire to purchase the home, shall be the combined gross income of said individuals) (“Participation Fee”). You
understand that the Participation Fee is for participation in the NHBA Program and is not an escrow or down payment deposit. Separately, some clients may need assistance with their credit history. If you request NHBA assist you with your credit history, NHBA will conduct these services outside of the NHBA Program. A fee of $165 will be assessed for these services, separate and apart from the NHBA Program and will be in addition to the Participation Fee. The fee will be collected AFTER such services are fully performed. These services are described in Understanding the Credit Repair Process, contained herein this Agreement. Thus, if you need assistance with your credit history, your Total of Payments will be the Participation Fee disclosed above plus $165.
b) The fee payable under this Section 4 shall be non-refundable, except under the following circumstances: (a) if you shall make a written request for a full refund of the fee within three (3) business days from the date of this Agreement by utilizing the “Notice Of Cancellation” attached as an addendum to this Agreement; or (b) if you make a written request for a full refund of the fee after satisfaction of the conditions set forth in Section 8(b) of this Agreement.
c) You agree to pay the fee in Section 4(a) above. You understand that if any future payment is returned, for any reason, NHBA may make subsequent attempts to process the payment. If you have paid by personal check and NHBA cannot redeposit your check then you authorize NHBA to append your check number and reissue your check using “Remotely Created Check” technology. In any event, you understand that NHBA may add actual bank service charges for returned payments along with a service fee of $25. If your account is sent to a collection agency, or attorney, for your failure to make payment, you agree to be liable for all court filing fees, attorney fees and collection expenses in processing your delinquent account, to the extent not prohibited by law. Said amounts are in addition to any unpaid balance on your account.

5) Qualifications for Financing.

a) You agree to contact a lender who can provide financing for the purchase of your home within ten (10) days of executing the Agreement. You agree to use good faith and your best efforts to comply with the lender’s requirements for obtaining financing and to supply your lender with all requested documentation. In the event you do not qualify immediately for financing, NHBA agrees to advise and assist you in meeting your lender’s requirements for obtaining financing.
b) You understand and agree that NHBA is not a licensed real estate broker or lender. NHBA does not receive any compensation for the referral, application, or funding of any loan from a lender.
c) You understand that there are many different options for financing, it is your sole responsibility to apply for financing and meet the financing requirements of the lender of your choice. You understand that lenders are not affiliated with or controlled by NHBA in any manner. All decisions to extend financing and the terms of any such financing shall be solely made by the lender. NHBA does not warrant or guarantee that financing will be available for the purchase of a home. NHBA shall have no liability whatsoever to you resulting from your failure to apply or obtain financing for the purchase of your home.
d) You understand that Lender may make a number of loan options available to you. Certain types of loans (e.g. FHA loans) place restrictions on the amount of down payment or closing cost assistance that can be provided to you by third parties, such as the seller. For example, FHA loans require a minimum down payment of 3.5% of Adjusted Value of the Property (which equals the lesser of (i) the purchase price less any inducements to purchase; or (ii) the Property Value). Furthermore, FHA loans prohibit seller-funded down payment assistance and down payment assistance from any other person or entity that financially benefits from the transaction, or from anyone who is or will be reimbursed, directly or indirectly, by any of these parties. You understand that certain types of loans which may be available to you, including FHA loans, could limit the level of financial assistance you can receive through the NHBA Program.
e) If you are approved immediately for financing (within the first four months of your NHBA Program) by a lender, you are a “Qualified Client”. If you are not approved for financing by a lender within the first four months of your NHBA Program, you are a “Non-Qualified Client”.
f) Your ability to purchase a home under the NHBA Program may be subject to factors beyond the control of NHBA, including but not limited to, the continued availability of institutional financing which will enable the Client to purchase a home upon the basis described herein. In the event that NHBA is unable to assist you in purchasing your home in accordance with the terms outlined in this Agreement for any reason beyond its control, NHBA’s sole obligation shall be to refund any amounts paid hereunder less any reasonable hourly charges and out-of-pocket expenses incurred by NHBA in servicing your file. NHBA will have no further liability whatsoever to you.

6) Qualified Clients. A Qualified Client will be promptly referred by NHBA to an Approved Realtor. NHBA will arrange for the Approved Realtor to provide the Qualified Client a list of homes available for sale from the Multiple Listing Service (MLS) which match the criteria specified by the Qualified Client and are within the price range established for financing by the lender. The Qualified Client agrees to perform a “drive by” inspection of the homes on the list, which shall include a visual inspection of the homes’ exteriors and the areas of the homes’ location. If the Qualified Client finds a home acceptable, the Approved Realtor will arrange a showing of the home. If after the showing the Qualified Client approves the home, the Qualified Client shall request NHBA to present a Suitable Offer to the Seller as described in Section 8. You acknowledge and agree that Approved Realtors are acting on behalf of NHBA and not Qualified Client.

7) Non-Qualified Clients.

a) You understand that if you are not immediately approved for financing within the first four months of the NHBA Program, you must work with NHBA and perform all duties required by your NHBA Program. A Non-Qualified Client shall participate in the program for a period of time recommended by the lender while NHBA assists them in becoming Qualified Clients. A Non-Qualified Client has the following housing options:
(i) Leasing with the Option to Purchase. This option allows a Non- Qualified Client to live in a home as a renter while they are deemed a Non-Qualified Client. Non-Qualified Clients agree that in order to participate in this option, they must comply with the requirements of Section 8. Client understands they will be leasing the home from the current owner or seller until they are deemed a Qualified Client.
(ii) Leasing with No Option to Purchase. A Non-Qualified Client may otherwise continue renting his or her current dwelling or rent any other dwelling available. When the Non-Qualified Client is approved for financing, they will be promptly referred by NHBA to an Approved Realtor as outlined in Section 6.
b) The lender will determine, in its sole discretion, the amount of time that a Non-Qualified Client must participate in the program. The length of your “qualifying period” will be based on your credit, and may be longer than 24 months. You acknowledge that NHBA has no bearing in such lender’s determination. You shall follow the advice of your lender or affiliates in order to complete the NHBA Program. Non-Qualified Clients cannot terminate the Agreement unless otherwise provided herein.
c) Your NHBA Program may require you to make payment arrangements to pay off past due debts. At your request, NHBA or its affiliates may negotiate settlements on your behalf on past due debts. You understand that this service is not part of the NHBA Program and you will not be assessed a fee for this service.
d) You understand that NHBA has made no express or implied covenants, promises, or otherwise warranted, that you will be able to purchase a home during any specific time period upon executing this Agreement.
e) You understand that if you do not perform the duties and obligations required under the NHBA Program, you may not be able to qualify for financing and the time period for completion of the NHBA Program may have to be extended. NHBA will have no obligation to refund any portion of your fee paid to NHBA notwithstanding any NHBA program extension.
f) You must pay all of your current bills on time during the qualifying period. If you fail to timely pay your current bills during your qualifying period, it may be extended and/or you may not be able to purchase at the end of your qualifying period

8) Offers to Purchase.

a) After you have qualified for a loan (whether as a Qualified Client or after meeting the requirements for a Non-Qualified Client), NHBA will use reasonable efforts, with the assistance of the Approved Realtor, to negotiate the purchase of the home with the Seller and then purchase the home in NHBA or NHBA’s designee’s name or assist you in purchasing the home directly. All homes that you select are subject to an appraisal by the Approved Appraiser. NHBA will have no obligation to purchase the home unless the purchase price is less than 94% of ( i ) the asking sales price of the home or (ii) the appraised value as reflected in the Appraisal, whichever is less (herein, the “NHBA Maximum Price”).
b) FHA and other guidelines may limit or restrict the types of properties which may be purchased through your NHBA Program (for example, restrictions may apply to mobile homes, cooperatives, condominium units and similar properties). You agree to adhere to these restrictions.
c) NHBA will refund your fee, after your written request, in the event that you receive ten Rejected Offers during any consecutive four-month period. A “Rejected Offer” is when the Seller rejects a Suitable Offer. A “Suitable Offer” means a written offer which meets the following criteria: (i) the offered purchase price does not exceed the NHBA Maximum Price, and (ii) the offer is made by NHBA, in writing, to the Seller, for a home that is for sale at the time the offer is made.
d) You understand that you can purchase your home directly from Seller and, in this instance, NHBA can arrange for down payment assistance as outlined in Section 2b. If you do not purchase your home directly from Seller, you understand that all offers to purchase a home under this Agreement must be made in the name of NHBA or its designee. Upon the purchase of a home, NHBA will resell the home to you at a simultaneous closing for the property’s appraised value (as reflected in the Appraisal) notwithstanding the price paid by NHBA or its designee. You understand that this means NHBA buys real estate below market value and sells it at market value to its clients.

9) Local Representative. You acknowledge that the local representative who has assisted you with your application and this Agreement is an employee or independent contractor of NHBA. You further acknowledge and agree that you have had the opportunity to review this Agreement and consult an attorney.

10) Entirety of the Agreement. This Agreement supersedes any and all prior agreements or understandings between you and NHBA (including any oral or written representations or other statements made by NHBA’s local representative). No other promises or statements (oral or written) have been made to you by NHBA other than those contained in this Agreement. This Agreement, together with the attachments, constitutes the entire agreement and understanding of the parties hereto.

11) Disclosures. NHBA is not a real estate broker, mortgage broker, or lender. NHBA does not require that you use any specific mortgage broker or lender; however, NHBA does require and you hereby agree to use the Approved Realtor and acknowledge that the Approved Realtor is representing NHBA in the purchase of the property.

12) Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Kansas.

13) Cost Recovery. If a party to the Agreement initiates a lawsuit to enforce any term or condition herein, the prevailing party in any such lawsuit shall be entitled to recover all reasonable costs and reasonable attorneys’ fees incurred in connection with such action, to the extent not prohibited by law.

14) Execution of Documents. The parties agree, without any further consideration, to execute and deliver all such further assignments, papers, documents or other assurances reasonably necessary to carry into effect the Agreement.

15) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

16) Invalidity. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain fully valid and enforceable.

17) Notices. Any notices to be given to a party to this Agreement shall be made in writing and by personal delivery or by registered or certified mail, postage prepaid with return receipt requested. Mailed notices to NHBA shall be sent to 303 Ames Street, Baldwin City, Kansas 66006. Mailed notices to the Client shall be sent to the address on the signature page below. Notices by personal delivery are effective upon actual receipt. Notices by mail are effective on the date of mailing. Each party may update its address by written notice in accordance with this paragraph.

18) Arbitration.

MANDATORY ARBITRATION PROVISION AND CLASS ACTION AND JURY TRIAL
WAIVERS (“Arbitration Provision”)

PLEASE READ CAREFULLY, THIS AFFECTS AND LIMITS YOUR RIGHTS

a) Any claim, dispute or controversy ("Claim") arising from, connected with, or related to the Agreement, the NHBA Program, any documents relating to the NHBA Program, the NHBA Fees, or the validity or scope of this Arbitration Provision (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory), including any dispute with third parties, shall be governed by this Arbitration Provision. Upon the election of Client(s) or NHBA, by written notice to the other party, any Claim shall be resolved by arbitration before a single arbitrator, on an individual basis, without resort to any form of class action (“Class Action Waiver”), pursuant to this Arbitration Provision and the applicable rules of
the American Arbitration Association ("AAA") in effect at the time the Claim is filed. Any arbitration hearing shall take place in the county and state where Client(s) maintains his or her residence or in which Client(s) executed the Agreement. At the written request of Client(s), any filing and administrative fees charged or assessed by the AAA, which are required to be paid by Client(s) and that are in excess of any filing fee Client(s) would have been required to pay to file a Claim in that state's court shall be advanced and paid for by NHBA. NHBA shall also pay amounts that the arbitrator determines that NHBA must pay in order to assure the enforceability of this Arbitration Provision. IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER CLIENT(S) OR NHBA WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN PRE-ARBITRATION DISCOVERY, EXCEPT AS PROVIDED FOR IN THE APPLICABLE ARBITRATION RULES. FURTHER, CLIENT(S) WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO THAT CLAIM AND CLIENT(S) WILL HAVE ONLY THOSE RIGHTS THAT ARE AVAILABLE IN AN INDIVIDUAL ARBITRATION. THE ARBITRATOR'S DECISION WILL BE FINAL AND BINDING ON ALL PARTIES, EXCEPT AS PROVIDED IN THE FEDERAL ARBITRATION ACT ("the FAA"). This Arbitration Provision shall be governed by the FAA, and, if and where applicable, the internal laws of the State of residence of the Client(s). If any portion of this Arbitration Provision is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Arbitration Provision, provided however that, if the Class Action Waiver is deemed invalid or unenforceable, then this Arbitration Provision shall be null and void and of no force or effect. Judgment on any award may be entered by any appropriate court having jurisdiction. Unless applicable law or arbitration rule provides otherwise, the arbitrator may not award punitive or exemplary damages
against any party.
b) As an exception to the arbitration requirement, both parties retain the right to seek relief in a small claims court (or a state court equivalent) for a Claim within the scope of its jurisdiction, so long as the small claims action does not seek to certify a class, combine the claims of multiple persons, recover damages in excess of the limit for a small claim under applicable state law or is not transferred, removed, or appealed from small claims court to any different court.
c) If either Client(s) or NHBA has submitted a Claim to the AAA which the AAA refuses to entertain, Client(s) and NHBA shall nevertheless resolve such Claim by arbitration. For a period of thirty (30) days after notice of such refusal, the parties shall in good faith attempt to agree on the selection of an individual arbitrator to arbitrate the Claim. The arbitrator shall be independent, neutral and qualified with experience in matters such as raised by the Claim and shall have no pre-existing relationship with any of the parties. The applicable rules of the AAA shall be applicable to the arbitration of the Claim. If the parties are unable to agree on the arbitrator within thirty (30) days following the rejection of the Claim by AAA, then on application by either party to a Court of competent jurisdiction with notice to the
other party, the Court shall select such successor arbitrator. Except for the reference to arbitration by the AAA in the foregoing paragraph, all the other terms and provisions thereof will be applicable to such arbitration by the arbitrator selected.
d) You may reject this Arbitration Provision within thirty days of entering into the Agreement by sending us a letter addressed to Quest Capital Management Inc. d/b/a National Home Buyers Alliance (“NHBA”), 15482 College Blvd, Lenexa, KS 66219. Your communication rejecting arbitration must use words to convey your decision to reject the Arbitration Provision. The communication must also include your name and address. Please retain a copy of the communication you send.

YOU, THE BUYER, MAY CANCEL THIS CONTRACT AT ANY TIME BEFORE MIDNIGHT OF THE THIRD DAY AFTER THE DATE THE CONTRACT IS SIGNED. SEE ATTACHED NOTICE OF CANCELLATION FORM FOR AN EXPLANATION OF THIS RIGHT.

IN WITNESS WHEREOF, the undersigned and NHBA, intending to be legally bound,
have executed this Agreement as of the date below.

QUEST CAPITAL MANAGEMENT, INC.
d/b/a/ National Home Buyer’s Alliance, a Kansas corporation

SUGGESTED LIST OF DO’S AND DON’TS

NHBA suggests that you adhere to the following guidelines to improve your ability to purchase a home.

Pay all of your bills on time. Your ability to pay obligations on time is a factor in determining your creditworthiness.

Work on establishing savings. Cash you have saved in a bank or retirement savings account represents a safety net which can be used to make mortgage payments. Lenders consider the amount of money you have in savings.

Avoid incurring new debt. By incurring new debt you may increase your debt to income ratio, which could lower the amount of your approval. Also, when you apply for new credit you run the risk of being turned down, which is recorded on your credit report.

Be careful in changing jobs. Some companies require that a new employee complete a three-month probationary period before a job is considered permanent. Many lenders will not approve a loan unless your job is permanent.

Do not sign a contract to purchase any property. At the time you receive final approval on your loan, a NHBA Approved Realtor will contact you to begin looking for a home. NHBA and the Approved Realtor will assist you in purchasing the property.

UNDERSTANDING THE CREDIT REPAIR PROCESS

Should you need credit repair services, NHBA will not request, nor accept, any fees or any other valuable consideration for such services. These services will be performed outside of the NHBA Program.

National Home Buyers Alliance (NHBA) agrees to perform the following services, if needed, for the Client without charge:

1. Provide a written request to the three major consumer reporting agencies, on the behalf of the Client, requesting that a copy of the Client’s consumer disclosure be mailed to them at their home address. The Client shall mail the original consumer disclosures to NHBA within seven (7) days of receipt.
2. After the Client has received the three consumer disclosures and forwarded the originals to NHBA, NHBA agrees to assist the Client in disputing any inaccurate or obsolete information contained in the files of the consumer reporting agencies. The Client will generally be notified, by the consumer reporting agencies, of any changes to the information contained in their file within 60 days of the information being disputed.
3. After the Client has received the consumer reporting agencies' notification of the changes to their credit information, and has provided NHBA with these notifications, NHBA agrees that NHBA or its affiliates will assist the Client in attempt to resolve any remaining derogatory items through debt negotiation and/or payment plans. This assistance may contain a budget and debt repayment plan that may continue beyond the 180-day term of this service agreement. The Client must provide NHBA or its affiliates with a limited power of attorney to provide this service. Additionally, NHBA or its affiliates will not collect funds from the Client to pay these debts nor will NHBA pay any monies to creditors on Client’s behalf; Client will be solely responsible for payment of negotiated debt settlements. Note: NHBA cannot formally help a Client resolve debts with governmental agencies or those debts classified as judgments.